Swiss Transparency Act: All Information on the Transparency Register

When a shareholders’ agreement constitutes acting in concert for the transparency register

The new LETA does not only cover shareholders with an ownership interest of more than 25%, but also groups of persons acting in concert. This article explains that the interpretation of this concept is guided by decades of Swiss stock exchange law practice and applies the categories developed there to shareholders’ agreements and co-investor syndicates in non-listed Swiss companies limited by shares. A practical example shows that members of investor groups with coordinated voting commitments, veto rights and board rights may need to be reported individually as beneficial owners based on the group’s aggregate ownership interest, even where no individual person reaches the 25% threshold. Finally, the article shows how companies can prepare for this reporting obligation with a structured data basis and a guided identification process.
September 1, 2026
7 Min.

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AllDue Diligence & Documentation
Reporting & Deadlines
Beneficial Owners
Reporting Obligations
Transparency Register
Reporting Process
Controls & Sanctions
Advisors & Financial Intermediaries
Who is affected?
5 Min.

Domiciliary companies have different beneficial owners at the bank than in the Transparency Register

For domiciliary companies, the CDB 20 and the Transparency Act determine the beneficial owner according to different standards. Under the CDB 20, the bank captures on Form A all persons to whom the assets economically belong, irrespective of the size of the holding. The Transparency Act, by contrast, applies the 25 percent threshold under Art. 4 LETA uniformly to all companies. The article explains why this can give rise to differences between the bank file and the Transparency Register and how the Ordinance on the Transparency of Legal Entities exempts these cases from the notification obligation. It also shows what boards of directors should bear in mind in practice.

5 Min.

Transparency Register: Relief or Additional Burden for Banks?

The LETA grants banks, financial intermediaries and advisers the right to retrieve data from the Transparency Register to the extent necessary for the fulfilment of their AMLA due diligence obligations. The Act does not create a new self-standing query obligation, but existing AMLA due diligence obligations may in practice make consulting the register necessary. Where financial intermediaries identify discrepancies that give rise to doubts about the accuracy of the register information, they must follow a two-step procedure: first an informal clarification with the client, then, if necessary, a formal discrepancy notification within 30 days. The notification is standardised in content and provides for an exhaustive catalogue of grounds. Certain discrepancies are expressly excluded from the notification obligation, including discrepancies arising from divergent definitions under anti-money laundering law.

4 Min.

The Final Transparency Ordinance Enters into Force on 1 October 2026: What Has Changed Compared to the Draft

The Ordinance on the Transparency of Legal Entities (LETO) enters into force on 1 October 2026, opening the two-year transitional period for initial reports to the transparency register. Compared to the consultation draft, the Federal Council has made improvements on several material points: the threshold for indirect control has been corrected to “more than 50 per cent”, the standalone fiduciary provision has been removed, and the concept of “control by other means” has been more clearly structured. There is also relief on the reporting burden, as certain register changes will in future be transferred automatically. A direct API interface to the transparency register is planned but will not be available at the time of entry into force.

4 Min.

Documentation and Retention Obligations under the LETA – What Companies Must Record and Retain

The LETA obliges legal entities to comprehensively document all information relating to their beneficial owners and to retain it for ten years. This article explains what data and supporting documents must specifically be recorded and how unsuccessful identification attempts must be documented. It also sets out the requirements regarding currency, access from Switzerland, and long-term availability. Particular attention is given to ensuring the completeness of documentation through personnel and structural changes.

4 Min.

Change Notifications to the Transparency Register: What Needs to Be Reported and When?

The Transparency Register only fulfils its purpose if entries are continuously updated. This article explains which changes are subject to the notification duty, how the procedure via the electronic platform works, and which situations are exceptionally exempt from the notification duty. It also shows why the company needs an internal control system in order to reliably comply with the one-month deadline under Art. 10 LETA. Responsibility remains with the most senior member of the managing body under Art. 12 LETA, who must arrange for the notifications even where they are delegated internally or externally.

4 Min.

Control by Other Means: When a Person Without Shares Still Has to Be Reported to the Transparency Register

Beneficial owners cannot always be identified through shareholdings alone. Control by other means frequently arises through contracts, voting agreements, financing instruments, fiduciary arrangements or family structures. This article explains which constellations trigger a duty to report to the transparency register and what boards of directors, management and founders need to consider when correctly identifying the beneficial owners of their company.